UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest reported) ~~December 15~~ January 31, ~~2004~~ 2007

BREK ENERGY CORPORATION

(Exact name of registrant as specified in its chapter)

Nevada (State or other jurisdiction of incorporation)	000-27753 (Commission File Number)	98-0206979 (I.R.S. Employer Identification No.)
Nevada	000-27753	98-0206979
346 Kensington High Street, London, United Kingdom (Address of principal executive offices)		W14 8NS (Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
346 Kensington High Street, London, United Kingdom		W14 8NS
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code 011-44-2077-~~7371~~6420-~~6668~~0334

42n/a ~~Brooke Street, Suite 308, London, W1K 5DB, United Kingdom~~ (Former name or former address, if changed since last report)

~~INFORMATION~~Check the appropriate TObox BEbelow ~~INCLUDED~~if INthe ~~REPORT~~Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~Item~~[ 3] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.02425) [X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240. ~~Unregistered~~14a-12) ~~Sales~~[ of] ~~Equity~~Pre-commencement ~~Securities~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~January~~This Form 8-K 15and other reports filed by Brek Energy Corporation (the “Registrant”) from time to time with the Securities and Exchange Commission (collectively the “Filings”) contain forward looking statements and information that are based upon beliefs of, ~~2004~~and ~~Offering~~information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant's management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant's management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, operations and results of operations. Additional factors that could cause the Registrant’s results to differ materially from those described in the forward-looking statements can be found in the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

On January 15, 2004, Brek Energy Corporation authorized the issuance of up to 11,000,000 units at an offering price of $0.05 per unit. Each unit consisted of one restricted share of common stock and one restricted warrant. Each restricted warrant is convertible into one restricted share of common stock. The restricted warrant is exercisable for 12 months at an exercise price of $0.35 per warrant. The value of the units was arbitrarily set by Brek Energy Corporation and had no relationship to its assets, book value, revenues or other established criteria of value. All the restricted units issued in this offering were issued for investment purposes in a "private transaction".

On March 3, 2004, Brek Energy Corporation raised $437,500 in cash from this offering and issued an aggregate 8,750,000 restricted units to the subscribers and an additional 875,000 restricted units as a finder’s fee.

Also on March 3, 2004, Brek Energy Corporation issued, as part of this same offering, 519,020 restricted units as settlement of $25,951 of debt owed to creditors of the company, who had previously provided services to Brek Energy Corporation.

On May 6, 2004, Brek Energy Corporation issued, as part of this same offering, 355,000 restricted units as settlement of $17,750 of debt owed to creditors of the company, who had previously provided services to Brek Energy Corporation.

For each of these two closings, Brek Energy Corporation relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with. The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation. Brek Energy Corporation received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the sale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares have been legended with the applicable trading restrictions.

Page - 1

~~Finally,~~INFORMATION TO asBE ~~part~~INCLUDED ofIN the same offering and the same shares for debt settlement, on May 6, 2004, Brek Energy Corporation issued an additional 500,980 restricted units as settlement of $25,049 of debt owed to creditors of the company, who had previously provided services to Brek Energy Corporation. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with, which exemption is specified by the provisions of Section 4(2) of that Act and Rule 506 Regulation D promulgated pursuant to that Act by the Securities and Exchange Commission. Specifically, the offer was made to only accredited investors, as that term is defined under applicable federal and state securities laws. The share certificates representing the shares have been legended with the applicable trading restrictions.REPORT

~~January~~Item 1.01. Entry into ~~29,~~a ~~2004~~Material ~~Offering~~Definitive Agreement.

On January 2931, ~~2004~~2007, ~~Brek Energy Corporation authorized~~ the ~~issuance~~Registrant ofand upGasco ~~to 7~~Energy,~~500,000~~ ~~units at an offering price of $0~~Inc.20 ~~per~~entered ~~unit.~~into ~~Each~~a ~~unit~~First Amendment ~~consisted~~To ofAgreement ~~one restricted share of common stock~~ and ~~one~~Plan ~~restricted warrant. Each restricted warrant is convertible into one restricted share~~ of ~~common~~Merger ~~stock.~~(the ~~The~~“First Amendment ~~restricted~~Agreement”) pursuant ~~warrant~~to iswhich ~~exercisable~~the ~~for~~parties ~~three~~agreed ~~years~~to atextend ~~an exercise price of $0.30 per warrant. The value of~~ the ~~units~~Optional ~~was~~Termination ~~arbitrarily~~Date from ~~set~~January by31, ~~Brek~~2007 ~~Energy Corporation and had no relationship~~ to ~~its~~May ~~assets~~31, ~~book~~2007. ~~value,~~See ~~revenues~~Exhibit ~~or other established criteria of value~~10.8 ~~All~~- ~~the~~First ~~restricted~~Amendment Agreement ~~units issued in this offering were issued~~ for ~~investment~~more ~~purposes in a "private transaction"~~details.

OnExcept as expressly ~~May~~amended ~~24,~~by ~~2004,~~the ~~Brek~~First ~~Energy~~Amendment ~~Corporation~~Agreement, ~~raised~~all ~~$700,000~~of inthe ~~cash~~other ~~from~~terms and provisions ~~this~~of ~~offering~~the Agreement and ~~issued~~Plan anof ~~aggregate~~Merger ~~3,500,000~~continue ~~restricted~~in ~~units~~full toforce ~~the~~and effect. ~~subscribers~~See ~~and~~Exhibit an2.1 ~~additional~~- ~~350,000~~Agreement ~~restricted~~and ~~units~~Plan asof aMerger ~~finder~~and the Registrant’s ~~fee.~~Form 8-K filed on September 21, 2006 for more details.

~~Also~~Item 9. onFinancial ~~November~~Statements ~~30, 2004, Brek Energy Corporation raised an additional $10,000 in cash from this offering~~ and ~~issued an additional 50,000 restricted units to the subscribers and an additional 5,000 restricted units as a finder’s fee~~Exhibits.

For these two closing, Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with, which exemption is specified by the provisions of Section 4(2) of that Act and Rule 506 Regulation D promulgated pursuant to that Act by the Securities and Exchange Commission. Specifically, the offer was made to only accredited investors, as that term is defined under applicable federal and state securities laws. The share certificates representing the shares have been legended with the applicable trading restrictions.

Exhibit	Description
2.1	Agreement and Plan of Merger, dated as of September 20, 2006, by and among Gasco Energy, Inc., Gasco Acquisition, Inc. and Brek Energy Corporation, filed as an Exhibit to our Form 8-K (Current Report) filed on September 21, 2006, and incorporated herein by reference.	Filed
4.1	Voting Agreement, dated September 20, 2006, by and among Gasco Energy, Inc., Richard N. Jeffs, Gregory Pek, Ian Robinson, Michael L. Nazmack, Eugene Sweeney and Shawne Malone, filed as an Exhibit to our Form 8-K (Current Report) filed on September 21, 2006, and incorporated herein by reference.	Filed
10.8	First Amendment To Agreement and Plan of Merger, dated as of January 31, 2007, by and between Gasco Energy, Inc. and Brek Energy Corporation	Included

Also, on May 28, 2004, Brek Energy Corporation raised an additional $50,000 in cash from this offering and issued an additional 250,000 restricted units to the subscribers and an additional 25,000 restricted units as a finder’s fee.

Page - 2

On November 30, 2004, Brek Energy Corporation raised an additional $100,000 in cash from this offering and issued an additional 500,000 restricted units to the subscribers and an additional 50,000 restricted units as a finder’s fee.

For these two closings, Brek Energy Corporation relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with. The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation. Brek Energy Corporation received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the sale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares have been legended with the applicable trading restrictions.

May 3, 2004 Offering

On May 3, 2004, Brek Energy Corporation authorized the issuance of up to 5,000,000 units at an offering price of $0.15 per unit. Each unit consisted of one restricted share of common stock and one restricted warrant. Each restricted warrant is convertible into one restricted share of common stock. The restricted warrant is exercisable for three years at an exercise price of $0.25 per warrant. The value of the units was arbitrarily set by Brek Energy Corporation and had no relationship to its assets, book value, revenues or other established criteria of value. All the restricted units issued in this offering were issued for investment purposes in a "private transaction".

On May 6, 2004, Brek Energy Corporation raised $700,000 in cash from this offering and issued an aggregate 4,666,667 restricted units to the subscribers and an additional 66,667 restricted units as a finder’s fee.

Brek Energy Corporation relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with. The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation. Brek Energy Corporation received from each subscriber a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the sale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares have been legended with the applicable trading restrictions.

October 1, 2004 - Acquisition of Gas Well

On October 14, 2004, Brek Energy Corporation issued 1,396,956 restricted units as consideration for the acquisition of an oil & gas well valued at $279,392. Each unit consisted of one restricted share of common stock and one restricted warrant. Each restricted warrant is convertible into one restricted share of common stock. The restricted warrant is exercisable for two years at an exercise price of $0.35 per warrant. Brek Energy Corporation relied upon Section 4(2) of the Securities Act of 1933 to issue the restricted units in a private transaction. share certificates representing the shares have been legended with the applicable trading restrictions.

October 27, 2004 Offering

On October 27, 2004, Brek Energy Corporation authorized the issuance of up to 6,000,000 units at an offering price of $0.20 per unit. Each unit consisted of one restricted share of common stock and one restricted warrant. Each restricted warrant is convertible into one restricted share of common stock. The restricted warrant is exercisable for two years at an exercise price of $0.35 per warrant. The value of the units was arbitrarily set by Brek Energy Corporation and had no relationship to its assets, book value, revenues or other established criteria of value. All the restricted units issued in this offering were issued for investment purposes in a "private transaction".

Page - 3

On November 30, 2004, Brek Energy Corporation raised $765,000 in cash from this offering and issued an aggregate 3,825,000 restricted units to the subscribers and an additional 382,500 restricted units as a finder’s fee. Management is satisfied that the requirements of the exemption from the registration and prospectus delivery requirements of the Securities Act of 1933 have been fully complied with, which exemption is specified by the provisions of Section 4(2) of that Act and Rule 506 Regulation D promulgated pursuant to that Act by the Securities and Exchange Commission. Specifically, the offer was made to only accredited investors, as that term is defined under applicable federal and state securities laws. The share certificates representing the shares have been legended with the applicable trading restrictions.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Brek Energy Corporation has caused this report to be signed on its behalf by the undersigned duly authorized person.

BREK ENERGY CORPORATION

By:/s/ Richard N. Jeffs

Dated: January 31, ~~December~~2007 Richard N. ~~15,~~Jeffs ~~2004~~ - CEO & President

~~Richard N. Jeffs~~ Page - ~~CEO & President~~2

Exhibit 10.8

Page - 3

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This First Amendment to Agreement and Plan of Merger (“First Amendment”) is made as of this 31^st day of January, 2007, by and among Gasco Energy, Inc. (“Parent”), a Nevada corporation, and Brek Energy Corporation (“Company”), a Nevada corporation. Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS:

WHEREAS, Parent, the Company and Gasco Acquisition, Inc., a Nevada corporation and a wholly owned subsidiary of Parent, have executed that certain Agreement and Plan of Merger dated as of September 20, 2006 (the “Merger Agreement”); and

WHEREAS, pursuant to Section 12.10 of the Merger Agreement, the parties hereto desire to amend the Merger Agreement.

NOW THEREFORE, the parties hereto, in consideration of the premises and of the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. Section 10.1(e) is hereby amended and restated to read in its entirety as follows:

“(e) by Parent or Company, if the Merger has not been consummated on or before May 31, 2007 (the “Optional Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 10.1(e) shall not be available to any party whose failure or whose Affiliates’ failure to perform in all material respect any covenant, obligation or agreement hereunder has been the cause of, or resulted in, the failure of the Merger to occur on or before such date;”

2. Except as expressly amended by this First Amendment, all of the other terms and provisions of the Merger Agreement shall continue in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Page - 4

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to be signed by their respective officers hereunto duly authorized, all as of the date first written above.

GASCO ENERGY, INC.

By:/s/ Mark A. Erickson

Name: Mark A. Erickson

Title: President and Chief Executive

BREK ENERGY CORPORATION

By:/s/ Richard N. Jeffs

Name: Richard N. Jeffs

Title:

President, Chief Executive Officer and Chief Financial Officer

Page - 5

Filing Compare · BREK ENERGY CORP